SUMMARY

This summary highlights selected information from this joint proxy statement/prospectus and may not contain all of the information that is important to you. To better understand the merger and the other proposals being considered at the TorreyPines annual meeting and Raptor annual meeting, you should read this entire joint proxy statement/prospectus carefully, including the merger agreement, attached as Annex A and the other documents to which you are referred herein. For more information, please see the section titled, “Where You Can Find More Information” in this joint proxy statement/prospectus.

The Companies

TorreyPines Therapeutics, Inc.

P.O. Box 231386

Encinitas, CA 92023-1386

(858) 623-5665

TorreyPines initially incorporated in Nevada on July 29, 1997 as Axonyx Inc. In October 2006, Axonyx Inc. reincorporated in Delaware and changed its name to TorreyPines Therapeutics, Inc., or TorreyPines. TorreyPines is a biopharmaceutical company that has been committed to providing patients with better alternatives to existing therapies through the development and commercialization of small molecule product candidates. TorreyPines goal has been to develop versatile product candidates each capable of treating a number of diseases and disorders characterized by moderate to severe pain, including acute migraine, migraine prophylaxis and chronic pain, such as neuropathic pain. TorreyPines has no products available for sale and has incurred losses since its inception.

Raptor Pharmaceuticals Corp.

9 Commercial Blvd.

Suite 200

Novato, CA 94949

(415) 382-8111

Raptor is a publicly traded development-stage biotechnology company dedicated to speeding the delivery of new treatment options to patients by working to improve existing therapeutics through the application of highly specialized drug targeting platforms and formulation expertise. Raptor focuses on underserved patient populations where it believes that it can have the greatest potential impact. Raptor is developing drug therapies for the potential treatment of: genetic diseases including nephropathic cystinosis, or cystinosis, and Huntington’s Disease, or HD; metabolic diseases including non-alcoholic steatohepatitis, or NASH, and aldehyde dehydrogenase, or ALDH2, deficiency, or Ethanol Intolerance; and liver diseases including primary liver cancer or hepatocellular carcinoma, or HCC, and hepatitis.

ECP Acquisition, Inc.

ECP Acquisition, Inc., or merger sub, is a wholly-owned subsidiary of TorreyPines, and was formed solely for the purposes of carrying out the merger.

Summary of the Merger

If the merger is completed, merger sub will merge with and into Raptor, with Raptor continuing as a wholly-owned subsidiary of TorreyPines. Immediately after the merger Raptor stockholders will hold 95% of the outstanding shares of common stock of the combined company, with TorreyPines stockholders holding 5% of the outstanding shares of common stock of the combined company. TorreyPines will assume outstanding and

unexercised options and warrants to purchase Raptor common stock, and they will be converted into warrants and options, as applicable, to purchase TorreyPines common stock. Upon the effectiveness of one of the amendments to TorreyPines’ certificate of incorporation effecting the reverse stock split, referred to as the split effective time, the issued and outstanding shares of TorreyPines common stock immediately prior to the split effective time will be combined into a smaller number of shares of TorreyPines common stock. Depending on the ratio for the reverse stock split, each ten, eleven, twelve, thirteen, fourteen, fifteen, seventeen, twenty, twenty-five, thirty, thirty-five, forty, forty-five, fifty, fifty-five, sixty or seventy shares, of existing TorreyPines common stock held by a TorreyPines stockholder immediately prior to the split effective time will be converted into one new share of TorreyPines common stock. The number of shares of common stock issued and outstanding will therefore be reduced, depending upon the reverse stock split ratio determined by the TorreyPines board of directors and approved by the Raptor board of directors. The amendment to the restated certificate of incorporation that is filed to effect the reverse stock split, if any, will include only the reverse split ratio determined by the boards of directors of TorreyPines and Raptor, respectively, that causes the combined company’s stock price to be at least $4.00 per share and which is determined to be in the best interests of the stockholders of TorreyPines and Raptor, respectively, and all of the other proposed amendments at different ratios will be abandoned. The exact split ratio will be publicly announced by TorreyPines. The reverse stock split will also proportionately reduce the number of shares of TorreyPines common stock issued in the merger but it will not affect the percentages of the outstanding shares of the combined company owned by the TorreyPines stockholders and Raptor stockholders, respectively, described above following the completion of the merger. For a more complete description of the relative holdings of TorreyPines’ stockholders and Raptor’s stockholders with respect to the capital structure of the combined company, please see the sections titled, “Matters Being Submitted to a Vote of TorreyPines Stockholders—TorreyPines Proposal No. 2: Approval of Amendment to TorreyPines’ Certificate of Incorporation Effecting the Reverse Stock Split” and “The Merger Agreement—Merger Consideration and Adjustment” in this joint proxy statement/prospectus beginning on pages 128 and 109, respectively.

The closing of the merger will occur no later than the third business day after the last of the conditions to the merger has been satisfied or waived, or at another time as TorreyPines and Raptor agree. TorreyPines and Raptor anticipate that the consummation of the merger will occur after the respective TorreyPines and Raptor annual meetings, sometime in the fourth quarter of 2009. However, because the merger is subject to a number of conditions, neither TorreyPines nor Raptor can predict exactly when the closing will occur or if it will occur at all. After completion of the merger, assuming that TorreyPines receives the required stockholder approval of TorreyPines Proposal No. 3, TorreyPines will be renamed “Raptor Pharmaceutical Corp.” For a more complete description of the merger please see the section titled, “The Merger Agreement” in this joint proxy statement/prospectus.

Reasons for the Merger

The combined company resulting from the merger will be a biopharmaceutical company focused on the development and commercialization of proprietary products that address important therapeutic needs for various diseases and disorders. TorreyPines and Raptor believe that the combined company will have the following potential advantages:

In addition to these potential advantages, each of the board of directors of TorreyPines and Raptor also considered other reasons for the merger, as described herein. For example, the board of directors of TorreyPines considered, among other things:

In addition, the Raptor’s board of directors approved the merger based on a number of factors, including the following:

Overview of the Merger Agreement

Merger Consideration and Adjustment

At the effective time of the merger,

Conditions to Completion of the Merger

To consummate the merger, TorreyPines stockholders must approve:

Upon the effectiveness of the amendment to TorreyPines’ certificate of incorporation effecting the reverse stock split, referred to as the split effective time, the issued shares of TorreyPines common stock immediately prior to the split effective time will be combined into a smaller number of shares. Depending on the ratio for the reverse stock split, each ten, eleven, twelve, thirteen, fourteen, fifteen, seventeen, twenty, twenty-five, thirty, thirty-five, forty, forty-five, fifty, fifty-five, sixty or seventy shares, of existing TorreyPines common stock held by a TorreyPines stockholder immediately prior to the split effective time will be converted into one new share of TorreyPines common stock. The number of shares of common stock issued and outstanding will therefore be reduced, depending upon the reverse stock split ratio determined by the TorreyPines board of directors and approved by the Raptor board of directors. The amendment to the restated certificate of incorporation that is filed to effect the reverse stock split, if any, will include only the reverse split ratio determined by the boards of directors of TorreyPines and Raptor, respectively, that causes the combined company’s stock price to be at least $4.00 per share and which is determined to be in the best interests of the stockholders of TorreyPines and Raptor, respectively, and all of the other proposed amendments at different ratios will be abandoned. The exact split ratio

will be publicly announced by TorreyPines. Because the listing standards of the NASDAQ Capital Market will require TorreyPines to have, among other things, a $4.00 per share minimum bid price, the reverse stock split will be necessary in order to consummate the merger.

In addition, Raptor stockholders must adopt the merger agreement which requires the affirmative vote of the holders of a majority of the shares of Raptor common stock outstanding on the record date and entitled to vote at the Raptor annual meeting.

In addition to obtaining stockholder approval and appropriate regulatory approvals, if any, each of the other closing conditions set forth in the merger agreement must be satisfied or waived. Among the closing conditions is the requirement that TorreyPines’ qualify its common stock to be issued in the merger for listing on the NASDAQ Capital Market on the closing date and that TorreyPines’ net cash, as calculated pursuant to merger agreement, be greater than zero dollars at the closing of the merger. For a more complete description of the closing conditions under the merger agreement, please see the section titled, “The Merger Agreement—Conditions to the Completion of the Merger” in this joint proxy statement/prospectus.

No Solicitation

Subject to certain exceptions, each of TorreyPines and Raptor agreed that TorreyPines and Raptor and any of their respective subsidiaries will not, nor will either party or any of its subsidiaries authorize or permit any of the officers, directors, employees, agents, attorneys, accountants, advisors and representatives retained by it or any of its subsidiaries to, directly or indirectly:

Termination of the Merger Agreement

Either TorreyPines or Raptor can terminate the merger agreement under certain circumstances, which would prevent the merger from being consummated.

Expenses and Reimbursement

If the merger agreement is terminated under certain circumstances, TorreyPines or Raptor, as applicable, will be required to reimburse the other party for certain expenses incurred in connection with the merger, up to a maximum of $250,000.

Voting Agreements

In connection with the execution of the merger agreement, certain Raptor directors and officers entered into voting agreements pursuant to which, among other things, each of such persons agreed, solely in his capacity as a stockholder, to vote all of his shares of Raptor capital stock in favor of the adoption of the merger agreement,

against any action that would result in a breach of the merger agreement by Raptor, against any proposal for any acquisition transaction, as defined in the merger agreement, other than the merger, between Raptor and any third person other than TorreyPines and merger sub and against any change in a majority of the board of directors of Raptor. As of July 27, 2009, the directors and officers of Raptor who entered into voting agreements collectively owned 7,412,500 shares of Raptor common stock, representing approximately 11% of the outstanding Raptor common stock.

In connection with the execution of the merger agreement, TorreyPines’ directors and officers entered into voting agreements with Raptor pursuant to which, among other things, each of such persons agreed, solely in his capacity as a stockholder, to vote all of his shares of TorreyPines common stock in favor of the approval of the issuance of the shares of TorreyPines common stock in the merger, the amendment to TorreyPines’ certificate of incorporation effecting the reverse stock split and the name change from “TorreyPines Therapeutics, Inc.” to “Raptor Pharmaceutical Corp.” and any action in furtherance of the foregoing, and against any action that would result in a breach of the merger agreement by TorreyPines and any proposal for any acquisition transaction, as defined in the merger agreement, between TorreyPines and any third person other than Raptor and against any change in a majority of the board of directors of TorreyPines. As of July 27, 2009, the directors and officers of TorreyPines, who entered into voting agreements, collectively owned 151,040 shares of TorreyPines common stock, representing approximately 1% of the outstanding TorreyPines common stock.

Management Following the Merger

Effective as of the closing of the merger, the combined company’s officers are expected to include Christopher M. Starr, Ph.D., Chief Executive Officer, Todd C. Zankel, Ph.D., Chief Scientific Officer and Kim R. Tsuchimoto, Chief Financial Officer, Treasurer and Secretary, each of whom currently holds the same position at Raptor. The combined company will initially have a four member board of directors, comprised of the four individuals from Raptor’s current board of directors, Christopher M. Starr, Ph.D., Raymond W. Anderson, Erich Sager and Richard L. Franklin, M.D., Ph.D.

Interests of Certain Directors and Officers of TorreyPines and Raptor

In considering the recommendation of the TorreyPines board of directors with respect to issuing shares of TorreyPines common stock pursuant to the merger agreement and the other matters to be acted upon by TorreyPines stockholders at the TorreyPines annual meeting, TorreyPines stockholders should be aware that certain members of the board of directors and executive officers of TorreyPines have interests in the merger that may be different from, or in addition to, interests they have as TorreyPines stockholders. For example, each of TorreyPines’ three executive officers have entered into amended and restated employment agreements with TPTX, Inc., a wholly-owned subsidiary of TorreyPines, that will become effective on the closing of the merger. Pursuant to such employment agreements, each of the three current TorreyPines executive officers will be paid their respective base salaries by TPTX, Inc. following the merger through February 28, 2010, whether or not they remain employees of TPTX, Inc. following the merger. In addition, such employment agreements provide for bonus payments to each of the three executives in the event that TPTX, Inc. is able to secure funding, a partnership, sale or similar transaction related to NGX426, TPTX, Inc.’s product candidate for pain, prior to February 28, 2010, in excess of $10 million. Such employment agreements are discussed in greater detail in the section titled, “The Merger—Interests of TorreyPines’ Directors and Executive Officers in the Merger—Employment Agreements Following the Merger” in this joint proxy statement/prospectus.

As of July 27, 2009, all directors and executive officers of TorreyPines owned approximately 1% of the shares of TorreyPines common stock. The affirmative vote of the holders of a majority of the shares of TorreyPines common stock having voting power present in person or represented by proxy at the TorreyPines annual meeting is required for approval of TorreyPines Proposal Nos. 1 and 5. The affirmative vote of the

holders of a majority of the TorreyPines common stock having voting power outstanding on the record date for the TorreyPines annual meeting is required for approval of TorreyPines Proposal Nos. 2 and 3. For the election of directors (Proposal No. 4), the four nominees receiving the most “FOR” votes from the shares of TorreyPines common stock having voting power present in person or represented by proxy at the TorreyPines annual meeting will be elected. Certain TorreyPines officers and directors have also entered into voting agreements in connection with the merger. Such voting agreements are discussed in greater detail in the section titled, “Agreements Related to the Merger—Voting Agreements” in this joint proxy statement/prospectus.

In considering the recommendation of the Raptor board of directors with respect to adopting the merger agreement, Raptor stockholders should be aware that members of the board of directors and executive officers of Raptor have interests in the merger that may be different from, or in addition to, interests they have as Raptor stockholders. For example, following the consummation of the merger, all of Raptor’s directors will continue to serve on the board of directors of the combined company and the management team of the combined company is expected to be composed of the current management team of Raptor. In addition, all of Raptor’s directors and executive officers hold options to purchase shares of Raptor common stock, which options will be assumed by TorreyPines and become options to purchase shares of TorreyPines common stock following the consummation of the merger.

As of July 27, 2009, all directors and executive officers of Raptor owned approximately 11% of the shares of Raptor’s common stock. The adoption of the merger agreement requires the affirmative vote of the holders of a majority of the shares of Raptor common stock outstanding on the record date and entitled to vote at the Raptor annual meeting. Certain Raptor officers and directors have also entered into voting agreements in connection with the merger. Such voting agreements and the Raptor proposals to which they relate are discussed in greater detail in the section titled, “Agreements Related to the Merger—Voting Agreements” in this joint proxy statement/prospectus.

Stock Options and Warrants

At the effective time of the merger, each outstanding stock option to purchase Raptor common stock not exercised immediately prior to the effective time of the merger, whether or not vested, will be assumed by TorreyPines and become exercisable (a) for such number of shares of TorreyPines common stock as is determined by multiplying the number of shares of Raptor common stock subject to the option by the exchange ratio and rounding that result down to the nearest whole number of shares of TorreyPines common stock, and (b) at a per share exercise price as is determined by dividing the existing exercise price of the option by the exchange ratio and rounding that result up to the nearest whole cent. Any restrictions on the exercise of any Raptor option assumed by TorreyPines will continue following the conversion and the term, exercisability, vesting schedules and other provisions of assumed Raptor options will generally remain unchanged; provided, that any Raptor options assumed by TorreyPines may be subject to adjustment to reflect changes in the combined company’s capitalization after the effective time of the merger and that the TorreyPines board of directors will succeed to the authority of the Raptor board with respect to each assumed Raptor option.

At the effective time of the merger, each outstanding warrant to purchase shares of Raptor common stock not terminated or exercised immediately prior to the effective time of the merger will be assumed by TorreyPines and will become exercisable (a) for such number of shares of TorreyPines common stock as is determined by multiplying the number of shares of Raptor common stock subject to each warrant by the exchange ratio and rounding that result down to the nearest whole number of shares of TorreyPines common stock, and (b) at a per share exercise price determined by dividing the per share exercise price of the Raptor common stock subject to each warrant as in effect immediately prior to the effective time of the merger by the exchange ratio and rounding that result up to the nearest whole cent.

For more information, please see the section titled, “The Merger Agreement—Merger Consideration and Adjustment” in this joint proxy statement/prospectus.

Material United States Federal Income Tax Consequences of the Merger

Each of TorreyPines and Raptor expects the merger to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and it is a closing condition to the merger that TorreyPines and Raptor receive opinions of their respective counsel regarding such qualification. Assuming the merger’s qualification as a reorganization, Raptor stockholders generally will not recognize gain or loss for United States federal income tax purposes upon the exchange of shares of Raptor common stock for shares of TorreyPines common stock, except with respect to cash received in lieu of fractional shares of TorreyPines common stock, depending on such Raptor stockholder’s basis in such fractional share, and except for Raptor stockholders who exercise their appraisal rights with respect to the merger. Assuming the merger’s qualification as a reorganization, TorreyPines stockholders will not recognize gain or loss for United States federal income tax purposes as a result of the merger. Tax matters are very complicated, and the tax consequences of the merger to a particular stockholder will depend in part on such stockholder’s circumstances. Accordingly, you are urged to consult your own tax advisor for a full understanding of the tax consequences of the merger to you, including the applicability and effect of federal, state, local and foreign income and other tax laws. For more information, please see the section titled, “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” in this joint proxy statement/prospectus.

Risk Factors

Both TorreyPines and Raptor are subject to various risks associated with their businesses and their industries. In addition, the merger, including the possibility that the merger may not be completed, poses a number of risks to each company and its respective stockholders, including the following risks:

The risks associated with the merger and other risks are discussed in greater detail under the section titled, “Risk Factors” in this joint proxy statement/prospectus. TorreyPines and Raptor both encourage you to read and consider all of these risks carefully.

Regulatory Approvals

As of the date of this joint proxy statement/prospectus, neither TorreyPines nor Raptor is required to make filings or to obtain approvals or clearances from any antitrust regulatory authorities in the United States or other countries to consummate the merger. In the United States, TorreyPines and Raptor, respectively, must comply with applicable federal and state securities laws and the rules and regulations of the NASDAQ Stock Market and FINRA, respectively, in connection with the issuance of shares of TorreyPines common stock and the filing of this joint proxy statement/prospectus with the SEC. As of the date hereof, the registration statement of which this joint proxy statement/prospectus is a part has not become effective.

NASDAQ Stock Market LLC Listing

Prior to consummation of the merger, TorreyPines intends to file an initial listing application with the NASDAQ Capital Market pursuant to The NASDAQ Stock Market LLC “reverse merger” rules. Acceptance of the initial listing application and the listing of the shares of TorreyPines common stock on the NASDAQ Capital Market is a condition to closing the merger. Because the listing standards of the NASDAQ Capital Market will require TorreyPines to have, among other things, a $4.00 per share minimum bid price, the reverse stock split will be necessary in order to consummate the merger, but there is no assurance that the reverse stock split will be sufficient from The NASDAQ Stock Market LLC’s perspective in order to approve the listing application. If such application is accepted, TorreyPines anticipates that the combined company’s common stock will be listed on the NASDAQ Capital Market upon the closing of the merger and will trade under the combined company’s new name, “Raptor Pharmaceutical Corp.,” and new trading symbol, “RPTP.”

Anticipated Accounting Treatment

The merger will be treated by TorreyPines as a reverse merger under the purchase method of accounting in accordance with United States generally accepted accounting principles. For accounting purposes, Raptor is considered to be acquiring TorreyPines in the merger.

Appraisal Rights

Under the Delaware General Corporation Law, referred to as the DGCL, Raptor stockholders are entitled to appraisal rights in connection with the merger. Under the DGCL, TorreyPines stockholders are not entitled to appraisal rights in connection with the merger. For more information about appraisal rights, see the provisions of Section 262 of the DGCL, attached to this joint proxy statement/prospectus as Annex B, and the section titled, “The Merger—Appraisal Rights” in this joint proxy statement/prospectus.

Under the DGCL, TorreyPines’ stockholders are not entitled to appraisal rights with respect to the reverse stock split, and TorreyPines will not independently provide stockholders with any such right.

Comparison of Stockholder Rights

Both TorreyPines and Raptor are incorporated under the laws of the State of Delaware and, accordingly, the rights of the stockholders of each are currently, and will continue to be, governed by the DGCL. If the merger is completed, Raptor stockholders will become stockholders of TorreyPines, and their rights will be governed by

the DGCL, the bylaws of TorreyPines and, assuming TorreyPines Proposal Nos. 2 and/or 3 are approved by TorreyPines stockholders at the TorreyPines annual meeting, the certificate of incorporation, as amended by the amendment to TorreyPines certificate of incorporation attached to this joint proxy statement/prospectus as Annex C. The rights of TorreyPines stockholders contained in the certificate of incorporation, as amended, and bylaws of TorreyPines differ from the rights of Raptor stockholders under the certificate of incorporation and bylaws of Raptor, as more fully described under the section titled, “Comparison of Rights of Holders of TorreyPines Stock and Raptor Stock” in this joint proxy statement/prospectus.

SELECTED HISTORICAL AND UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL DATA

The following tables present summary historical financial data for TorreyPines and Raptor, summary unaudited pro forma condensed combined financial data for TorreyPines and Raptor, and comparative historical and unaudited pro forma per share data for TorreyPines and Raptor.

Selected Historical Consolidated Financial Data of TorreyPines

The following selected financial data for the five years ended December 31, 2008 are derived from the audited consolidated financial statements of TorreyPines Therapeutics, Inc. The financial data for the six month periods ended June 30, 2009 and 2008 are derived from unaudited financial statements. The unaudited financial statements include all adjustments, consisting of normal recurring accruals, which TorreyPines Therapeutics, Inc. considers necessary for a fair presentation of the financial position and the results of operations for these periods. Operating results for the six months ended June 30, 2009 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2009.

You should read the following financial information together with the information under the sections titled, “TorreyPines’ Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “TorreyPines’ Business” and TorreyPines’ financial statements and the related notes to these financial statements appearing elsewhere in this joint proxy statement/prospectus. Certain reclassifications have been made to prior period amounts to conform to the current presentation.

Selected Historical Consolidated Financial Data of Raptor

The following table shows selected historical consolidated financial and operating information for, and as of the end of, each of the periods indicated and should be read in conjunction with the information in the sections titled, “Raptor’s Management’s Discussion and Analysis of Financial Condition and Results of Operation” and “ Raptor’s Business” and Raptor’s consolidated financial statements and the corresponding notes to those consolidated financial statements included elsewhere in this joint proxy statement/prospectus. The following tables set forth Raptor’s consolidated balance sheet data as of May 31, 2009, August 31, 2008, 2007 and 2006, and its consolidated statements of operations data for the nine months ended May 31, 2009 and 2008 (unaudited) and the years ended August 31, 2008 and 2007, for the period from September 8, 2005 (inception) to August 31, 2006.

Selected Unaudited Pro Forma Condensed Combined Financial Data of TorreyPines and Raptor

(In thousands, except per share amounts)

The following selected unaudited pro forma condensed combined financial information was prepared using the purchase method of accounting. For accounting purposes, Raptor is considered to be acquiring TorreyPines in the merger. TorreyPines’ and Raptor’s unaudited pro forma condensed combined balance sheet data assume that the merger took place on May 31, 2009 and combine Raptor’s historical balance sheet at May 31, 2009 with TorreyPines’ historical balance sheet at June 30, 2009. TorreyPines’ and Raptor’s unaudited pro forma condensed combined statement of operations data assume that the merger took place as of the beginning of the period presented. The unaudited pro forma condensed combined statement of operations data for the year ended August 31, 2008 combine Raptor’s historical statement of operations for the year ended August 31, 2008 with TorreyPines’ derived historical statement of operations for the year ended December 31, 2008. The unaudited pro forma condensed combined statement of operations data for the nine months ended May 31, 2009 combine Raptor’s historical statement of operations for the nine months ended May 31, 2009 with TorreyPines’ derived historical statement of operations for the nine months ended June 30, 2009.

The selected unaudited pro forma condensed combined financial data are presented for illustrative purposes only and are not necessarily indicative of the combined financial position or results of operations of future periods or the results that actually would have been realized had the entities been a single entity during these periods. The selected unaudited pro forma condensed combined financial data as of and for the nine months ended May 31, 2009 and for the year ended August 31, 2008 are derived from the unaudited pro forma condensed combined financial information and should be read in conjunction with that information. For more information, please see the section titled, “Unaudited Pro Forma Condensed Combined Financial Statements” in this joint proxy statement/prospectus.

Comparative Historical and Unaudited Pro Forma Per Share Data

The following information does not give effect to the reverse stock split of TorreyPines common stock described in TorreyPines Proposal No. 2.

The information below reflects the historical net loss and book value per share of Raptor common stock and the historical net loss and book value per share of TorreyPines common stock in comparison with the unaudited pro forma net loss and book value per share after giving effect to the proposed merger of TorreyPines with Raptor on a purchase basis.

You should read the tables below in conjunction with the audited and unaudited financial statements of TorreyPines Therapeutics, Inc. included in this joint proxy statement/prospectus and audited and unaudited financial statements of Raptor included in this joint proxy statement/prospectus and the related notes and the unaudited pro forma condensed financial information and notes related to such financial statements included elsewhere in this joint proxy statement/prospectus.